Sector: Health Care
AMPHASTAR PHARMACEUTICALS INC · Meeting: June 1, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Election of Class I Directors
Against Analysis
Mr. Peters has served as a director since August 2022, giving him meaningful tenure overlap with the 3-year underperformance period; AMPH's 3-year stock return of -45.9% trails the XLV healthcare ETF (our fallback benchmark, as no named peer group is used for director TSR purposes) by 61.5 percentage points, well above the 30-point trigger threshold that applies when absolute 3-year returns are negative. Applying the 5-year mitigant: AMPH's 5-year return is +22.8% (low-positive tier), which means the mitigant threshold would be 50 percentage points — we do not have the XLV 5-year figure in the stock context to confirm relief, but the 3-year underperformance is severe and his tenure fully overlaps the measurement period, so the trigger stands.
Mr. Liawatidewi has served as a director since August 2022, with full tenure overlap over the 3-year underperformance window; the same TSR trigger that applies to Mr. Peters applies here — AMPH's stock has fallen roughly 46% over three years while the XLV healthcare ETF gained about 16%, a gap of over 61 percentage points that far exceeds the 30-point policy threshold for companies with negative absolute 3-year returns. The 5-year mitigant does not clearly resolve the trigger given the severity of the gap, and shareholders have experienced substantial real losses during his board tenure.
For Analysis
Mr. Gaugh joined the board in July 2025, which is less than 24 months ago, so he is exempt from the stock performance trigger under policy; he also brings relevant pharmaceutical industry expertise as a former senior executive at a generic drug trade association.
Of the three Class I director nominees, David Gaugh receives a FOR vote because he joined the board in July 2025 and is within the 24-month new-director exemption from the TSR trigger; William J. Peters and Jacob Liawatidewi both receive AGAINST votes because they have served since August 2022 and the company's stock has dramatically underperformed the XLV healthcare ETF benchmark over the past three years, with a gap exceeding 61 percentage points against a 30-point trigger threshold — shareholders have lost nearly half their investment while the broader healthcare sector gained ground.
CEO
Jack Yongfeng Zhang
Total Comp
$8,309,350
Prior Support
95%%
While Amphastar's prior Say on Pay received 95% support, this year's compensation program raises a meaningful pay-for-performance concern: the stock declined about 28% in 2025 and has fallen roughly 46% over three years while the XLV healthcare ETF rose about 16%, yet the CEO received total compensation of $8.3 million including $6.6 million in stock and option awards that vest solely on the passage of time with no multi-year performance conditions — meaning executives are rewarded with equity regardless of whether shareholders gain or lose money. The long-term equity, which makes up the largest portion of pay, lacks meaningful performance gates and functions more like guaranteed compensation than a true pay-for-performance incentive, which fails the policy's requirement that incentive pay be genuinely tied to shareholder outcomes.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,534,000
Non-Audit Fees
$145,000
Non-audit fees (audit-related fees of $140,000 plus other fees of $5,000, totaling $145,000) represent approximately 3.2% of core audit fees of $4,534,000, which is well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a company of this size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy, and no material restatements are indicated.
This ballot presents a mixed picture: the auditor ratification is straightforward and earns support, but serious concerns about pay-for-performance alignment and sustained stock underperformance drive AGAINST votes on Say on Pay and on two of the three director nominees — both William Peters and Jacob Liawatidewi served throughout a period in which the stock declined nearly 46% against a rising healthcare market, and the executive compensation program features large equity grants that vest on time alone rather than on genuine performance hurdles. New director David Gaugh is exempt from the TSR trigger and receives a FOR vote.
